


Equestria Girls: Captain Marvel

by NegaiFreak



Category: Captain Marvel (2019), My Little Pony: Equestria Girls
Genre: Crossover, Equestria Girls AU, F/M, Multi, Sunset Shimmer is Captain Marvel!
Language: English
Status: In-Progress
Published: 2019-03-03
Updated: 2019-04-08
Packaged: 2019-11-08 17:40:01
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 6
Words: 6,287
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17985698
Author URL: https://archiveofourown.org/users/NegaiFreak/pseuds/NegaiFreak
Summary: What if the story of Captain Marvel took place in the Equestria Girls universe?And what if it was Sunset Shimmer who inherited Carol Danvers' powers? Find out what happens in this new AU!NOTE: No magic exists in this AU. Just aliens and superpowers.





	1. PART I

Sunset Shimmer was like most girls growing up. She wore dresses, played with dolls, sang, and drew pictures. But there was more to her. She liked video games, playing guitar, and even drawing comic books. She was outgoing to say the least.

But she wondered if there could ever be more to her life. She always liked helping others and standing up for those who were put down. Her high school sweetheart, Flash Sentry, was someone who inspired her early on. He had a knack for making a show on his own guitar, but also had a dream to serve in air force. Rainbow Dash, one of Sunset's best friends, also had that same dream. She wanted to be a pilot like the famous Wonderbolts. And the Wonderbolt Academy was the dream location for both of them to go after high school.

So what about Sunset? She had no idea what she wanted to do after high school. Leading up to graduation, she was just focused on passing her classes. But with everything going on in the world, what could she do best to help it? She could have started a business, worked as a doctor, maybe even become en ecologist and help to promote a better, cleaner world.

However, she didn't want her friends to go onto the battlefield alone. She enlisted to join the academy the second she was given the opportunity. Days after graduation, she had packed her things in preparation, locking the door to her house.

"Here are my keys," she said, tossing them off to Twilight Sparkle, who was quick to fumble them before managing to properly take hold of them. She, Applejack, Pinkie Pie, Rarity, Fluttershy, and Spike were there to say their goodbyes. Flash and Rainbow had already left.

"You still sure 'bout this?" Applejack asked, crossing her arms, "I mean... you're not just doin' this to be around Flash, right?" she inquired. Sunset perked up upon hearing that remark, turning around and arching an eyebrow towards the cowgirl. "Eh, heh, heh..." she chuckled nervously, rubbing the back of her head.

"It's so nice to know that you want to join the Air Force, but... why?" Fluttershy asked, seeing her strap her backpack onto her back before putting on her cap.

"I wanna make a difference," she answered, adjusting the cap by moving its brim slightly, "After all, Rainbow and Flash want the same thing," she added, grabbing her duffel bag.

"But that was  _their_ dream all along, darling," Rarity pointed out, giving off a concerned expression, "It just seems odd you'd want to follow it..." she mentioned curiously.

"Yeah, totally!" Pinkie agreed. Sunset exhaled in exasperation.

"I want to protect the things I care about," she stated firmly, "That of course includes you guys," she added to their surprise, "I'm not going because of some dream," she continued, "but I am going because I want to protect the dreams of everyone else," she declared with a smile, "And that's something I can stay behind," she finished. Her friends all gave off shocked expressions. She sounded so... selfless. It seemed like nothing would stop her from joining the Wonderbolt Academy.

"Well, best of luck," Twilight said in farewell, picking up Spike in her arms, "We'll be tidying up your place every other week or so," she promised, followed by a yip of agreement from the puppy.

"I'll write you letters!" Pinkie added gleefully.

"And we'll always be thinking of you," Rarity added, getting nods of agreement from Applejack and Fluttershy.

"Thanks, girls," Sunset replied in gratitude. She waved goodbye as she walked down the street towards the bus stop, ready to begin the next chapter of her life. She was a little nervous... Who wouldn't be? She was about to join one of the most elite air forces in all of the world. As her bus arrived, she took a deep breath and got aboard. There was a saying she loved using in her comics. It inspired her to keep moving and follow her own ambitions to the end.

Higher. Further. Faster.


	2. PART II

"Ugh..." Sunset groaned in agony. Two months had gone by since she joined the Wonderbolt Academy and she hated it. Despite the encouragement she got from Flash and Rainbow, she was miserable. All the hard work she was going through wasn't paying off.

"COME ON, SHIMMER!" her drill instructor, Spitfire, commanded to her as she slowly sat up to see the cringing expressions on her comrades' faces. She was failing. All that talk of wanting to make the world better and this is all that it was amounting to?

She wanted to cry and show some semblance of emotion. But she knew that would make her look weaker than the rest. So through disregarding her pain and standing firm with a resolute look upon her face, she reaffirmed herself. She wasn't going to give up. Spitfire didn't look all that impressed.

"NOW GET MOVING!" she bellowed angrily, enticing everyone to start running off hurriedly. Sunset chased after them, determined to improve. Days went by as she kept improving herself, studying, training, working as hard as she could.

When her results started to be recognized as good, she could've cared less. She appreciated the sentiment and compliments, but in the end, she only wanted to get out into the field and start flying. Her attitude shocked some people, especially Rainbow. They didn't realize how driven she actually was. Deep down, she was a hard worker.

When the day finally came where she and the others would start their flying lessons in actual jets, she did her best to hide her excitement. Though, the same couldn't be said for Rainbow...

"We're finally gonna start flying today!" she whispered excitedly into her friend's ear.

"QUIET!" Spitfire roared, causing her to silence herself instantly, "Now for today's drills, you'll be going over the basics!" she told the lined-up recruits, "We want you to understand the controls, the techniques, and the applications you'll need to fly at your best," she explained to them, "BUT NO SHOWBOATING!" she bellowed angrily, "The second I see someone trying to do aerial stunts, I want you off my base!" she ordered vehemently, "DO I MAKE MYSELF CLEAR?!" she shouted.

"YES, MA'AM!" everyone loudly replied, saluting. Sunset could've sworn that Rainbow almost wet herself from her contorted expression.

"All right..." Spitfire continued, glancing over towards a part of the group in particular, "Shimmer, Dash, Sentry!" she called out, causing the three of them to all perk up, "Start us off with a quick fly by over the mountain range and report back!" she ordered.

"Yes, ma'am!" the trio responded with salutes. Moments later, the three were by their respective jets, putting on their suits, helmets, and masks. Sunset's stoic expression showed as she readied herself.

"Hey, why the doom and gloom?" Rainbow suddenly asked, elbowing Sunset to catch her attention, "Aren't you excited?!" she questioned to her.

"Eh, kinda..." Sunset admitted in response, "I'm definitely glad that we finally get to fly," she continued to say, "but I know this is just another step we need to take," she stated firmly, "I'm not here to be along for the ride," she added. Rainbow blinked in surprise before smiling.

"Well, let's show 'em our best!" she declared with a pump of her fist. After a while of preparation, the three recruits finally took off in the jets, flying towards the mountain range in the distance. Flash took the lead, while Rainbow and Sunset stayed behind in a v-formation.

" _Okay, all clear up here,_ " Flash communicated to his commanding officer down below.

" _Good work, Sentry,_ " Spitfire replied, " _Just swing around back once you've cleared the whole mountain range,_ " she advised seriously.

" _Ten-four, ma'am,_ " Flash responded before the radio between him and her cut out, "All right, we're almost in the home stretch," he pointed out to his comrades.

" _Copy that,_ " Sunset answered.

" _Ugh..._ " Rainbow groaned, seemingly exasperated from the exercise, " _Why couldn't we get to do target practice with drones or something?_ " she complained in question. Her friends just shook their heads. As usual, she was headstrong and impatient.

"Rainbow, it doesn't work like that," Sunset told her, "We need to go through the basics of flying these jets before we-" She stopped as she noticed something out of the corner of her eye. The clouds nearby seemed to distort, almost as if they were... hiding something...

" _Sunset, what's wrong?_ " Flash asked through the radio, realizing that she had cut herself off. She narrowed her eyes onto the nearby clouds.

"I... think there's something out there..." she responded slowly, still unsure. At least she was. Without warning, something resembling an aircraft appeared out of thin air, much to her shock as she gasped.

" _Whoa, what is that?!_ " Rainbow yelped. Before anyone could say anything else, the craft started firing green rays of light towards the three of them. They narrowly dodged the assault as Sunset went up, while Rainbow and Flash went down.

"Ma'am, we've got a problem here!" Flash yelled into his radio.

" _I see a bogey on your radar, cadet,_ " Spitfire noted in reply, " _What is it?_ " she asked.

"I... I don't know..." Flash responded, staring back at the odd craft, "It doesn't look like a fighter jet or... anything I've seen..." he pointed out. Just then, the craft started speeding up towards Sunset's jet. "Sunset!" her boyfriend screamed, causing her to perk up and see the craft coming. She went into a nosedive, evading the lasers shot her way. However, the craft continued to pursue her.

" _We've gotta help her!_ " Rainbow cried out desperately.

" _No, let me handle this!_ " Sunset shouted back through the radio.

" _Sunset?!_ " her boyfriend yelped in surprise, seeing her do a barrel roll to dodge more lasers, " _Just get out of there! We don't need you to-!_ "

"I can't lead this thing back to base!" she interjected vehemently, "Who knows what it's after?!" she added just before shifting off to the side to let more lasers pass by.

" _Sunset..._ " Rainbow uttered. Flash seemed reluctant, but had faith in his girlfriend.

" _Don't do anything stupid,_ " he advised before the radio cut out. Sunset maintained her poise and held onto the control yoke tightly. As Flash and Rainbow's jets turned around and headed back to base, the craft remained in pursuit of her, just like she imagined. Now all she had to do was find a way to lose it.

"Okay... time to do something... probably stupid..." she muttered to herself, pushing the yoke forward to make the jet go faster. But even with a greater speed, the craft was still able to keep up. "Oh, come on!" she complained, flicking a few switches on her control panel. Her jet's flaps went up, suddenly slowing her down as she then found herself behind the mysterious craft. "Okay UFO..." she began as she readied her trigger, "here's my welcome," she quipped, pressing the button and firing off several rounds into the back of the craft. For a moment, they seemed to bounce off of its hull, but it then erupted in flames, followed by falling and exploding upon crashing into the mountain below. "WOO! I got it!" Sunset exclaimed. Back at the base, people cheered excitedly. Spitfire sighed in relief. Though the exercise didn't end in standard fare like usual, she was glad no one was hurt.

"Ma'am, we've got two more bogeys on radar!" someone cried out, causing her to widen her eyes in shock.

" _Shimmer, get out of there!_ " she screamed through the radio, catching Sunset's attention, " _You've got two more on your ass!_ " she yelled.

"What, where?!" the pilot asked, frantically looking around. Just then, two more ships appeared behind her, uncloaking themselves from the air. Before Sunset could attempt anything, one of them fired their lasers and struck her right wing, causing her to lose balance. "I'm hit!" she screamed, trying to at least maintain balance.

" _Sunset!_ " Rainbow cried out over the radio.

" _Hang on, we're coming back for you!_ " Flash yelled.

"No, don't!" Sunset begged, tightening her grip on her yoke, "I'd rather we don't lose anyone at all!" she screamed, all while her jet was descending towards the earth below. No one said anything, not even a word. As Sunset kept descending towards the earth, she narrowly missed hitting a pair of mountain peaks, both of which ended up clipping the wings of the crafts behind her as they were pursuing her too closely. She was thankful that she was no longer being chased... and thankful that no one else had to get hurt from this. But before she could pull her ejector lever, another beam struck her jet, causing it to fall faster towards the earth. She had no time to react. No time to eject.

What followed was a fiery crash...


	3. PART III

Two months passed. The whole world thought that Sunset Shimmer had perished. No signs of her body were found, but a significant trail of blood was left behind at the crash site. Everyone mourned, especially Rainbow and Flash. They felt responsible for her death. They could have stopped it.

In the aftermath of the incident, the military began conducting investigations into the aircrafts that attacked. All signs pointed to alien life, but nothing was confirmed.

"...She's gotta be alive," Rainbow said one day while in a bar with her friends. They all widened their eyes.

"Rainbow, how many drinks have you had?" Rarity asked with a roll of her eyes.

"I'm serious!" Rainbow retorted angrily as she slammed her fist against the table.

"RD, calm down," Applejack advised, placing her hand onto her friend's shoulder, "As much as I wanna see Sunset here with all of us..." she started to say, "she's gone," she stated firmly, "And we're all gonna hafta live with that," she advised. Rainbow knocked her hand away and stood up from her seat.

"Maybe you can," she remarked with venom in her voice, "but I can't," she finished, grabbing her beer bottle and walking off. The door slammed shut behind her as she went out.

"And just like that, she leaves us with the bill..." Rarity muttered.

"Yer the one who got her all riled up!" Applejack shouted back to her surprise.

"Girls, calm down," Twilight advised as she was consoling the crying Pinkie and Fluttershy, "We're all a little overemotional over this..." she admitted as she gently rubbed the back of Fluttershy's head, "I'm still having trouble coming to terms with all this, too..." she added, wiping her eyes.

"...Yeah," Applejack agreed solemly, while Rarity put her head down in shame. The whole table was dead silent.

"Stupid!" Rainbow yelled as she kicked a can aside while walking down an alley. She should've known her friends would try and convince her to move on from Sunset's death. She shouldn't have met up with them and instead stayed at home. "Huh..." she sighed deeply, exiting the alley and looking up at the starry sky. Back when they were kids, she and Sunset would always look up and watch the stars above. Rainbow always wanted to fly, but now... Now she just wanted her friend back.

_**CRASH!** _

"Huh?!" Rainbow yelped, jerking to the right. She noticed a small plume of dust coming from the roof of a video store nearby. Out of curiosity, she jogged over along with many other people who'd seen the sudden cloud of dust.

"Was that a shooting star?" one little girl asked.

"Maybe a piece of plane fell off?" a man suggested. Rainbow moved her way past the crowd and looked through the window. It took a moment for her vision to come into focus, but once it did, she gasped. It was a person, lying unconscious on the floor between two shelves. On impulse, she up to the doors to try and open them. They were locked as she shook them.

"Uh, hey lady..." someone in the crowd uttered to her. She growled in frustration, taking a step back before ramming herself into the glass door with a grunt.

"Come on!" she complained, ramming it again.

"M-Mommy..." the little girl stuttered in fright, holding onto the woman beside her in fright, "is that lady okay?" she asked, evidently scared. Yet no one stopped Rainbow as she rammed into the door hard enough to shatter it open. The alarms began blaring as she fell onto the ground. She disregarded any punishment she'd likely receive for breaking and entering, only focused on making sure that the unconscious person was at least okay.

"Hey!" she called out, getting onto her feet and running into the aisle. She squatted down before the body of the individual, nudging it with her hand. "Hey, wake up!" she called out, "Are you even-?!" She widened her eyes and stopped talking. The individual had red and yellow hair that she recognized, along with amber skin. She turned the body over... and couldn't believe her eyes. Lying there on her back, dressed in some kind of spacesuit was Sunset.


	4. PART IV

The hospital buzzed with activity that night. Word of the woman that fell from the sky flew by quickly as reporters and journalists flooded the reception area.

"Everyone, please!" the receptionist pleaded to the crowd of press people, "If you could just wait outside, you'll get your interviews with the other witnesses..." she promised with a nervous smile.

"We've been here for three hours!" one female reporter shouted angrily.

"I came here in my pajamas!" another journalist exclaimed. The yelling continued, and the receptionist just slammed her head against her desk. Elsewhere in the hospital, Rainbow was looking at the spacesuit she'd seen her friend in. It was green and black with silver trimmings, complete with a belt and boots. One thing was for sure. This wasn't any kind of military garb she'd ever seen...

"What do you suppose the fabric even is?" Rarity asked as she took the outfit from Rainbow's hands to examine it. Rainbow snatched it back angrily to her surprise.

"Do you even care that Sunset's  _alive_?!" she shouted vehemently.

"Rainbow Dash, knock it off!" Applejack yelled back. She and the other girls were all gathered in the hall outside of one of the rooms. After Rainbow got word about Sunset out to everyone, they all met up at the hospital. As doctors worked tirelessly to figure out what was going on with the woman that fell from the sky, the five girls gathered in the hall were wondering how Sunset was even alive.

"Maybe she was recovered in secret?" Twilight guessed.

"Maybe she went to space?" Fluttershy inquired with an arched eyebrow.

"HUH!" Pinkie suddenly gasped with widened eyes, "Maybe she got abducted by aliens and became some kind of intergalactic soldier!" she suggested loudly, causing everyone to give her skeptical looks in response. Meanwhile, Rainbow stared at the unconventional outfit intently. Wherever Sunset had been, whatever happened to her... She wanted to hear it straight from her friend's mouth. She got up from her seat and started to walk towards the door to Sunset's room, only for Applejack to get in front of her.

"AJ, what the-?!"

"I get that yer all antsy about Sunset, but relax," she interjected seriously, placing her hands onto her shoulders, "Let the doctors do their thing first and then let's talk to her," she advised. Rainbow shoved her away to her surprise. "Are you for real?!" the cowgirl shouted.

"Um... calm down..." Fluttershy nervously said, grimacing in fright.

"I find out my best friend's alive after two months, and you expect me to sit fucking still?!" Rainbow screamed in Applejack's face, tossing the spacesuit onto the ground.

"If you wanna be a bitch 'bout the whole thing, then take your crap outside!" Applejack demanded back to her.

"Ladies, please!" Rarity pleaded, trying to get between them with Pinkie and Twilight. Before any fighting could ensue, the door to Sunset's room opened, catching their attentions. It was the head nurse, who was looking at a vile in her fingers.

"Oh, Nurse Snowheart!" Fluttershy yelped, jogging over to the practitioner and getting her attention, "How is Sunset?" she asked in concern.

"She's fine..." Snowheart replied, almost as if she herself was shocked. That caught of the others, including the feuding females as they raised their eyebrows and turned towards the nurse.

"Is... everything all right?" Twilight asked worriedly.

"Um... well..." the nurse began, rubbing the back of her neck nervously, "We've done x-rays and other tests and found that she's completely uninjured," she explained, "Didn't you say she fell through a roof?" she inquired towards Rainbow, who clutched the suit in her hands tightly.

"Y-Yeah..." she stuttered. She didn't like where this was going.

"...I'm sorry, I have to run this down to the lab," Snowheart quickly apologized, hurrying off with the vile still in her hand. Twilight caught a glimpse of it, widening her eyes in shock.

"What do you think that's about?" Pinkie asked curiously, raising an eyebrow.

"I'm not sure," Twilight replied with a shake of her head, "but whatever's going on with Sunset's blood test might be why the nurse is so antsy..." she concurred, placing her hand onto her chin.

"Her... blood?" Fluttershy uttered in confusion.

"Was that what she was holdin' onto?" Applejack inquired, getting a nod from Twilight. She glanced back in the direction in which Snowheart had been going, wondering why exactly that vile she was carrying was colored blue instead of red...

"Hey, she's back!" Pinkie cried out, pointing towards the returning nurse.

"That was fast..." Rainbow noted skeptically, arching an eyebrow.

"Excuse me," Snowheart said, pushing aside Applejack and Rarity before entering the room.

"Uh... that was... weird..." Twilight pointed out. What happened next was arguably even weirder. The door was suddenly blasted open into splinters, with Snowheart hitting the wall across it and falling onto the seat of her pants. Everyone gasped in shock.

"What the what?!" Pinkie yelped. Just then, they heard Snowheart growl as her eyes turned yellow, much to the ladies' surprise until they saw someone come out from the room. It was Sunset, whose fists glowed in an almost mystical orange light as she breathed heavily. As Snowheart lunged out at her, Sunset threw out her fist and punched her back into the wall in an instant. She instantly fell unconscious.

"...S-Sunset?" Rainbow stuttered out in disbelief. Her old friend turned towards her and saw the suit in her hands. She walked over and yanked it away, heading off down the hall. None of her friends said a word. They were too shocked to comprehend what just happened. But one question still remained.

What in the world happened to Sunset Shimmer?


	5. PART V

"HUH!" Sunset gasped as she awoke. She was sitting atop a metal table with nothing but a thin blanket over her form. The last thing she remembered... was nothing. Her mind was blank as to where she was, why she was even in such a closed space, or how she got there. What she did know was that this wasn't where she was supposed to be.

"Oh, you're awake," a male voice chimed in.

"AAHH!" she shrieked, falling off of the table, "OOF!" she grunted.

"Are you all right?" the voice asked, catching her attention as she immediately stood up.

"All right, where the hell-?!" She stopped talking once she saw who was talking to her. It was a man by all means, dressed in a strange uniform red and black with a star-like, yellow symbol at the center of his chest. He had quite the muscular physique and incredibly blonde hair. Sunset gulped in surprise, blushing a little. "Wh...Who... are you?" she finally managed to ask, glancing away.

"You needn't be alarmed, miss," he reassured, holding his hands up in a placating manner, "My name is Mar-Vell," he introduced, "I'm a Kree xenobiologist who came to this planet to conduct my research," he explained. Sunset blinked. About half of that went over her head.

"You're... an alien?" she inquired with an arched eyebrow.

"That's one way to put it," Mar-Vell replied, making her giggle a little, "Ah, speaking of which..." he continued, making her perk up in confusion, "You may want to put something on..." he recommended. Sunset looked down.

"AH!" she yelped, covering herself with her arms. The two shared an awkward laugh before Sunset got dressed. She was wearing one of Mar-Vell's old uniforms, which had a green, black, and silver color scheme, nearly the opposite of his.

"So I assume you'll be leaving now?" he guessed as she got the last of her new outfit on.

"Leaving?" she uttered back in an unsure manner, "Wh-Where would I go?" she stuttered in question. Mar-Vell was... surprised to say the least.

"Maybe now I should tell you about how I found you," he decided, enticing her to sit down as he gestured towards a chair in his laboratory. He was on Earth not just to conduct research for the Kree Empire, but also to observe the planet in case it was one day inhabited by aliens known as the Skrulls. He explained that they were shapeshifting creatures that could take the form of any sentient creature, even copying their DNA to the most minute detail.

"How do you know I'm not a Skrull?" Sunset asked, posing a rather valid question as Mar-Vell chuckled.

"You're very perceptive," he complimented, "Perhaps it's because of what happened when I found you," he suggested. Sunset's expression shifted into a serious one. It turns out Mar-Vell had found her at the sight of the wreckage of her jet.

"H...How'd I survive something like that?" she stuttered in question, evidently shocked.

"I haven't the faintest idea..." the scientist replied, shaking his head, "But it proves how strong you must be," he pointed out. Sunset blushed again.

"I... don't know who I am..." she admitted suddenly. Mar-Vell blinked. Did the crash give her amnesia?

"Well... until your memories return, you can stay with me," he decided to her surprise. But she accepted it. A month passed. Sunset was helping Mar-Vell with his work, which was to create a device to enhance a Kree's power in order to fight the Skrulls. Sunset wasn't sure how exactly he was planning to accomplish this, but to him it seemed feasible.

"It's almost done?" she asked after helping put some wiring together, wearing a white tank top as she had taken off the upper part of her uniform.

"Almost," Mar-Vell answered as he fiddled with the computer system connected to the machine, "Now we just need to test it," he stated.

"Great!" Sunset replied, going over to him until she felt her left arm get nicked by something, "Ow!" she yelped, grabbing at it.

"Everything all right?" Mar-Vell asked, looking away from the computer for a moment to see what happened.

"Yeah... just a..." Sunset slowly started to responded, seeing the traces of what felt like blood on her right hand. Only... it was blue. "Wh...What...What is this?" she stuttered out. She was starting to panic.

"A donation," Mar-Vell answered, catching her attention, "When I found you, you had been bleeding for quite some time," he told her, "Of course, there were no other human subjects that could give blood..." he continued, "so I gave you some of mine," he finished with a small grin. Sunset seemed as if she didn't know what to say.

"You... did that for me?" she questioned, receiving a mere nod in response.

"You're a strong individual, Sunset," Mar-Vell said, "Because of the Kree blood running through your veins, you're now capable of so much more," he told her.

"So... I'm Kree now..." she realized, looking back at her arm. The cut was no longer there. As freaked out as she was by this, she also found a silver lining. What could she be capable of? Just then, the sliding doors opened.

"Mar-Vell!" a voice boomed. The Kree scientist flinched in surprise. Approaching him from behind were five other people, all of which had the same kind of uniform as Sunset. The one who led them had his helmet dematerialize to reveal his face. He looked about as human as Mar-Vell.

"Yon-Rogg..." the scientist uttered as a greeting, "What are you doing here?" he asked with a firm and stoic expression.

"The Supreme Intelligence wishes to know of your progress," Yon-Rogg replied.

"And he sent the  _entire_ Starforce to communicate that message?" Mar-Vell retorted as a sarcastic question. Yon-Rogg chuckled.

"You know... he wondered why you  _stopped_ communications with us for so long," he told him, "But maybe it has to do with  _that_ ," he muttered, pointing towards Sunset.

"Uh... I'm not a 'that'," she retorted in a cocky manner, only for the lone woman of the new group to aim an alien rifle at her, "...Or maybe I am," she nervously corrected. Mar-Vell stood in front of her.

"Please, she has nothing to do with this..." he pleaded defensively.

"Really?" Yon-Rogg questioned. A firm look from Mar-Vell seemed to tell him enough. "Well, how is your research progressing?" he asked, changing the subject.

"It's almost done," Mar-Vell replied, "I only need a test subject and-"

"No need," Yon-Rogg interjected, "We'll take it aboard our ship and depart for Hala at once," he told him, causing him to widen his eyes.

"But... it hasn't even been tested yet..." he pointed out.

"You'll be able to test it on Hala," Yon-Rogg reassured, "In the meantime, we'll decimate this planet in case any Skrulls that are colonizing here..." he added. Sunset's eyes widened, as did Mar-Vell's.

"You'd sacrifice billions of lives for that...?" he asked seriously, earning another chuckle from Yon-Rogg.

"All because you care about one?" he inquired rhetorically. Mar-Vell kept his composure. He knew Sunset understood that this was a dire situation. The Earth was in danger of being destroyed. He looked at the blaster Yon-Rogg had in his holster.

"Yes... I do..." he admitted. He then reached for the blaster.

"Mar-Vell, don't!" Sunset cried out, only to get shot in the shoulder by the female Kree, falling to the floor.

"Sunset!" the scientist yelled. Before he could go tend to her, Yon-Rogg grabbed his arm and twisted it behind his back. "AGH!" he screamed in agony, gritting his teeth.

"Oh... that was a bad decision..." Yon-Rogg commented with a grin, "Kill the woman," he ordered. Two of the men behind him went over to Sunset, drawing energy swords and blasters. Mar-Vell grimaced. If his experiments fell into the hands of the Kree, the Earth would no doubt be destroyed. With a loud grunt, he pried his arm free of Yon-Rogg's grip with the sound of a loud crack, followed by sliding the blaster he had to Sunset.

She grabbed it and aimed for the machine. She knew what he was thinking.

"NO!" Yon-Rogg screamed, but he was too late. Sunset fired. The ray of light that struck the machine caused it to spark and then explode in a massive ball of fire. As Sunset found herself blown back, something began to course within her. It wasn't just Mar-Vell's blood with her own, but the energy that was meant for his testing...

**Notes for the Chapter:**

> I'm kinda going at this story from both a comics perspective while also trying for something along the lines of a story similar to Alita: Battle Angel.


	6. PART VI

Taking off her hospital gown, Sunset put on her uniform. She'd been on the run ever since the accident with Mar-Vell's experiment. Throughout her journey over the past month, she discovered several things. First, Skrulls were real. And they were afraid of her. Other than the one she had just tangled with, she had run into several others that were left for dead.

Then there was the Starforce. Apparently, they all survived. And some of them even gained similar powers to her. Speaking of which, she had new abilities. Photon blasts, a healing factor, super strength, even flight! Though she wasn't very good at the last one... Hence why she wound up crashing earlier.

Her head throbbed as she walked through the hospital hallways. When she passed by that group of girls, a million different images flooded through her head. Who were they exactly? Did she know them?

"There she is!" someone cried out. Sunset took a defensive stance immediately, looking ahead to see a swarm of people rushing towards her.

"Miss, can you describe the events before you crashed into that building?" one man asked, holding out a microphone to her.

"What about the doctors? Have they told you of your current condition?" another woman chimed in.

"What is it you're wearing?" one more person asked. Sunset remained defensive. She had no idea to tell whether these people were Skrulls or not. Their shape-shifting was down to the finest detail. The only way she could tell them apart would be by mannerisms, but there was no way to determine what kind of personalities people she never met had!

"Sunset!" another voice cried out, catching her attention as she looked to her right. It was the group of girls from earlier, with Rainbow leading them. Images flooded Sunset's mind again. She saw herself with those girls throughout each and every picture in her head. She knew them. The reporters started to move in on her, desperate to get questions answered. She panicked. Her fists glowed before she aimed one at the floor beneath her, firing a laser that blasted right through it. Everyone widened their eyes as she jumped into it.

"Aha!" Pinkie exclaimed suddenly, "I'm guessing my alien abduction theory isn't looking so implausible now, huh?" she inquired with a smirk. Fluttershy rolled her eyes. Meanwhile, Rainbow, Applejack, and Twilight took off down the hall, hoping to catch up with their friend.

Sunset made her way outside, breathing heavily. Her head throbbed still. Hopefully, her healing factor would alleviate that pain, but- Suddenly, a laser narrowly missed striking her from the side as she fell onto her rear end. She turned her head to see that it was one of the Starforce members. The lone woman with the rifle to be exact. She fired again, only for Sunset to jump up onto her feet and dodge it.

"So you're still alive?" the female Kree inquired rhetorically. Tihe lamppost above her illuminated her blue, alien face. Sunset breathed slowly. This was no time to panic.

"What... do you want from me?" she asked seriously. The woman smirked and scoffed.

"For the record, my name is Minn-Erva," she told her, dropping her rifle onto the street, "After you destroyed the device Mar-Vell had worked on, we found that you managed to absorb all of its energy," she explained, "Now since Mar-Vell worked so tirelessly, we wouldn't want to waste the energy trying to design a new one," she mentioned. Sunset narrowed her eyes. She was putting the pieces together.

"You wanna use me as a weapon..." she realized.

"Precisely," Minn-Erva answered, "But..." she continued as she raised her right fist, "it's not like you're our only option," she noted, right before firing a photon beam from her fist that struck Sunset, sending her flying into the glass windows of another store as she crashed through them.

"Oh..." she groaned, trying to push herself up off of the floor. Before she could get herself up though, she was pulled up by Minn-Erva, who punched her into a wall.

"All these years, I wanted to be the one who'd finally eliminate the Skrulls..." she muttered, firing a photon beam that Sunset barely evaded as she ducked off to the side, "And you had to come and take that from me!" she bellowed, firing another beam that just missed hitting the woman, "Well... if you're gone, they'll have to choose me..." Minn-Erva realized, readying both of her fists as they glowed. Sunset quickly stood back up and fired off her own photon beams to counteract hers, creating a deadlock between them. As their fight continued, Rainbow, Applejack, and Twilight arrived on the scene, noticing the strange glow coming from the building.

"What in the applesauce...?" the cowgirl uttered out in disbelief with widened eyes. Just then, the building collapsed from an explosion.

"Sunset!" Rainbow exclaimed in fright. She and the others braced themselves from the dust that followed. They then saw Sunset roll out from the veil of dirt afterwards, coughing madly.

"Uh oh..." Applejack said, going over with Rainbow to help pick her up from the ground by her arms.

"Ugh..." she groaned. She was very exhausted. At least now, she had a moment to rest-

"Oh, how naive..." Minn-Erva's voice spoke. Sunset slowly widened her eyes to see her walk out from the veil of dirt, almost unscathed and without a discernable scratch. "You're weak, human," she stated, "You may have Mar-Vell's blood, but you lack his will," she added mockingly as her fists glowed. Rainbow and Applejack grimaced. They had nowhere to run, and Sunset looked like she was going to pass out. "I, on the other hand-" A laser then pierced through her chest, halting her from speaking. In an instant, she fell lifelessly onto the ground with blue blood pouring out from her new wound. The three girls glanced over to see Twilight with the rifle in her hands.

"Uh... I was supposed to do that, right?" she guessed. At that moment, Sunset's eyes shut.

"Sunset? Sunset?!" Rainbow screamed in fright.

"Calm down, RD," Applejack advised, "She's probably just passed out from exhaustion," she noted reassuringly.

"Well, we can't take her back to the hospital!" Rainbow pointed out seriously, "We gotta find someplace that we can lay low in..." she told her friends, putting her hand onto her chin in thought. Applejack was about to offer a retort...

"I know where we can go," Twilight said, catching their attentions.


End file.
